LEGRAND_REGISTRATION_DOCUMENT_2017

APPENDIX Appendix 4

Twentieth Resolution (Delegation of powers to the Board of Directors for the purpose of issuing, by means of an offer within the scope of article L. 411-2 II of the French Monetary and Financial Code ( Code monétaire et financier ) (private placement), shares or complex securities, without preferred subscription rights) Meeting in accordance with the conditions as to quorum and requisite majority for extraordinary general meetings and being apprised of the Board of Directors’ report and the auditors’ special report, shareholders, in accordance with the provisions of the French Commercial Code and in particular articles L. 225-129 to L. 225-129-6, L. 225-135, L. 225-136, L. 228-91 and L. 228-92: 1. delegate to the Board of Directors, with the right of sub-delegation as provided by law and by the Company’s Articles of Association, the power to provide, in France or abroad, in euros, or in any other currency or currency unit established with reference to several currencies, for the issue, by means of offers within the scope of section 2 of article 411 of the French Monetary and Financial Code, of (i) Company shares, (ii) securities governed by articles L. 228-91 et seq. of the French Commercial Code, which are Company capital securities giving access to other Company capital securities and/or entitling to allocation of Company debt securities, (iii) securities, whether governed or not by articles L. 228-91 et seq. of the French Commercial Code, which give access or which may give access to Company capital securities yet to be issued, where said securities may also give access to existing Company capital securities or debt securities, which may be subscribed for either in cash or by way of offset against due and payable debts, at such times and in such amounts as it shall consider appropriate, in accordance with applicable regulations; 2. resolve that the total nominal amount of capital increases which may be effected pursuant to this delegation of powers, immediately and/or in the future, may not exceed (a) the nominal amount of €100 million (or the equivalent amount in any other currency), this limit being subject to such increase in the number of shares as may be necessary by reason of any adjustments made in accordance with applicable legislative and regulatory provisions and, as the case may be, with contractual stipulations providing for other adjustments to preserve the rights of holders of securities that give rights to shares of the Company, nor, in any event, (b) the legal limit (for purposes of illustration, this limit is currently 20% of the Company’s capital stock, at the date of issue, by year), it being further provided that the nominal amount of any capital increases which may be effected, whether immediately or at some future date, pursuant to this delegation of powers is to count towards (i) the nominal limit of €100 million set by the nineteenth resolution put to this General Meeting, and (ii) the overall limit set in the twenty-fifth resolution; 3. resolve that the total nominal amount of bonds and other debt securities issued pursuant to this delegation of powers may not exceed €1 billion (or the equivalent of this amount

11. resolve that the Board of Directors shall have all necessary powers, with the right of sub-delegation as provided by law and by the Company’s Articles of Association, to put this delegation into effect, and in particular to determine the dates and terms of issues, the form and specifications of the securities to be issued, the prices and the conditions of issues (including exchange parities In the event of a public offer with a swap component initiated by the Company), the amounts to be issued (where applicable, depending on the number of shares tendered in response to a public offer initiated by the Company), the terms of payment, the dates from which new securities carry rights, even with retroactive effect, conditions for redemption where applicable, to suspend as appropriate the exercise of rights to Company shares attached to the securities in accordance with applicable regulations, to make such adjustments as may be required as a result of changes in capital stock, to take such action as may be necessary to protect the rights of the holders of securities giving access to Company shares, to make all appropriate charges to issue premiums, and in particular charges for the amounts required to bring the legal reserve to one-tenth of share capital after each issue and for issue expense, to take such action and enter into such agreements as may be conducive to the satisfactory performance of the issues, and to effect all formalities necessary for the issue, trading and financial services of the securities issued by virtue of this delegation and the exercise of rights attached to them. In the event of issue of debt securities, the Board of Directors shall have full powers to take related decisions, in particular as to whether debt is to be subordinated or not, to set the interest rate, maturity, the redemption price, whether fixed or variable or with or without bonus, to define amortization terms in accordance with market conditions, and to determine conditions under which securities may carry rights to new Company shares; 12. resolve that, unless it has obtained prior authorization from the General Meeting of Shareholders, the Board of Directors may not avail of this delegation from the date of filing of a third party public tender offer for the Company’s shares until the end of said tender offer; 13. resolve that the Board of Directors shall have full powers to acknowledge the realization of capital increases and to initiate the relevant amendments to the Company’s Articles of Association. The delegation of powers so conferred on the Board of Directors is valid for twenty-six months from the date of this General Meeting of shareholders and replaces, from this day, the delegation of powers provided for in the fifteenth resolution adopted at the Combined Ordinary and Extraordinary General Meeting of May 27, 2016, to the extent not used.

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REGISTRATION DOCUMENT 2017 - LEGRAND